SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-KSB

   (Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended March 31, 1999

[ ]  TRANSITION  REPORT  PURSUANT   TO   SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE  ACT OF 1934 [NO FEE  REQUIRED]  For the  transition  period  from
     ____________ to ____________.

   Commission File No. 0-9458

                            Eagle Exploration Company
                 (Name of small business issuer in its charter)

           Colorado                                 84-0804143
   (State or other jurisdiction of           (IRS Employers ID Number)
   incorporation or organization)

            1801 Broadway,  Suite 1420, Denver,  Colorado 80202 (Address and zip
                      code of principal executive offices)

        Registrant's telephone number, including area code: 303/296-3677

     Securities  registered  pursuant  to  Section  12  (b)  of  the  Act:  None
     Securities registered pursuant to Section 12 (g) of the Act:

                           Common Stock, No Par Value
                                (Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for the past 90 days.

           Yes  X                                   No ___

     Check if there is no disclosure  of  delinquent  filers in response to Item
     405 of  Regulation  S-B contained in this form,  and no disclosure  will be
     contained,  to the best of Registrant's  knowledge,  in definitive proxy or
     information  statements  incorporated by reference in Part III of this Form
     10-KSB or any amendment to this Form 10-KSB [X]

     State Registrant's revenues for its most recent fiscal year $2,176,972

     At June 28,  1999,  3,072,836  shares of common  stock,  no par value,  the
     Registrant's  only class of voting stock were  outstanding.  The  aggregate
     market  value  of  the  1,530,378  common  shares  of  Registrant  held  by
     nonaffiliates  was  approximately  $703,974 at June 28, 1999,  based on the
     mean between the bid and asked prices on the OTC Bulletin Board. See Item 5
     herein for additional information in this regard.



<PAGE>


              EAGLE EXPLORATION COMPANY AND SUBSIDIARIES


                                PART I

Item 1.  Description of Business.

Nature of Business and Management's Plan

Eagle  Exploration  Company's  history of  operations  includes the purchase and
development of residential and commercial real estate. The Company's  operations
also  primarily  include  engaging  in oil and gas  exploration  and  production
activities,  acquiring  whole or partial  interests  in oil and gas leases,  and
farming out or  reselling  all or part of its  interest in these leases to other
companies  in the oil and gas  industry.  The  Company  sold all  land  held for
development  during  the year  ended  March 31,  1995,  and sold its  commercial
property  during the year ended March 31,  1999.  The Company  continues to hold
minor interests in certain oil and gas properties. At this time, the Company has
no plans to acquire additional real estate properties, nor has it identified oil
and gas investment opportunities. The Company is investigating various potential
acquisitions and other business opportunities.

All statements  other than statements of historical fact included in this annual
report  regarding the Company's  financial  position and operating and strategic
initiatives and addressing industry developments are forward-looking statements.
Where,  in any  forward-looking  statement,  the  Company,  or  its  management,
expresses an expectation  or belief as to future  results,  such  expectation or
belief is expressed in good faith and believed to have a reasonable  basis,  but
there can be no  assurance  that the  statement  of  expectation  or belief will
result or be achieved or accomplished.  Factors which could cause actual results
to differ  materially  from those  anticipated,  include  but are not limited to
general economic,  financial and business conditions; the business abilities and
judgments of  personnel;  the impacts of unusual  items  resulting  from ongoing
evaluations of business stretagies; and changes in business strategy.

1999 Activities

Fiscal 1999 began on two very positive  notes.  First, we began with the process
of closing a Purchase and Sales Agreement  executed late in fiscal 1998 relating
to our interest in a real estate  property.  The closing process for the sale of
our interest in this apartment complex went on for approximately five months. On
August 13, 1998, the closing occurred  resulting in cash proceeds to the Company
of approximately $2,060,000 and a gain of approximately $2,035,000.

We also began the year  planning for the  development  of potential gas reserves
from certain oil and gas mineral rights owned in Wallace County,  Kansas.  After
pooling its interest with other working interest owners, the Company owns a 37.5
percent working interest and a 5.625 percent  overriding royalty interest in 640
acres  inclusive  of the  drill  site.  The  Company  then  participated  in the
successful  drilling  and  completion  of  the  Sexson  well.  Production  tests
estimated  the well was capable of producing  five million cubic feet of gas per
day. The well was then shut in waiting on the  construction of a pipeline to the
lease.  Coincidentally  on the same date as the closing  date for the  apartment
complex,  the Sexson well went on line  selling a little over two million  cubic
feet of gas per day.  Based on the  performance  of other  similar  wells in the
area,  the Company  estimates  two billion  cubic feet of gas  reserves for this
well.  However,  due  to  the  low  heating  value  of gas  and  current  market
conditions,  the price per  million  cubic feet  received by the Company is only
approximately  $.35 per  thousand  cubic  feet. In spite of this, lower than pro
forma price,  payout of the exploration and completion  costs of the Sexson well
occurred during fiscal 1999.

The additional  revenues from the Sexson well plus  additional  interest  income
from the  apartment  sale  proceeds  have  positioned  the  Company  to  operate
profitably for the Company's fiscal fourth quarter. Income in the fourth quarter
of  fiscal  1999  was   approximately   $2,200  greater  than   expenses.   This
profitability,  minor as it is,  allows  management  to  continue  its  focus on
identifying  other business  opportunities  while keeping its main asset,  cash,
from depleting.

To assist management in its pursuit of opportunities, the Company has informally
associated  itself with several merchant banking firms.  Numerous  opportunities
have been  explored,  but to date none of the deals have either fit our criteria
or are contemplated to close.


Employees

At June 28, 1999, the Company had two full-time  employees.  The Company has and
may retain independent consultants from time to time on a limited basis.


Item 2.  Properties.

The Company's assets consist of cash,  office furniture and equipment,  and very
minor  interests in oil and gas  properties  including one lease operated by the
Company as described in Item One.


Item 3.  Legal Proceedings.

A release of the  lawsuit  filed by the  Company in  Boulder  County,  Colorado,
relating  to the  apartment  building  complex  was filed with the court  during
fiscal 1999. No other litigation is pending or threatened.


Item 4.  Submissions of Matters to a Vote of Security Holders.

No matter was  submitted  during the fourth  quarter of fiscal 1999 to a vote of
the Company's security holders.



<PAGE>


                                PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

The  table  below  presents  the  range of high and low bid  quotations  for the
Company's  common  stock on a  calendar  quarter  basis as  reported  in the OTC
Bulletin  Board.  The Company's  trading  symbol is EGXP.  There is little or no
trading in the Company's common stock,  hence the quotations set forth below may
not  represent  actual  transactions  and do not represent  transactions  in any
material number of the Company's shares.


                               Bid High        Bid Low

1997
2nd quarter                    $.25            $.125
3rd quarter                    $.25            $.125
4th quarter                    $.25            $.125

1998
1st quarter                    $.25            $.125
2nd quarter                    $.25            $.125
3rd quarter                    $.25            $.125
4th quarter                    $.18            $.108

1999
1st quarter                    $.437          $.2622


As of June 28, 1999, the Company had  approximately 527 holders of record of its
common stock.

Holders  of common  stock are  entitled  to  receive  such  dividends  as may be
declared by the Company's  Board of Directors.  No dividends on its common stock
have  been  paid by the  Company,  nor does the  Company  anticipate  that  such
dividends will be paid in the foreseeable future.


Item 6.  Management's Discussion and Analysis or Plan of Operation.

Financial Condition, Liquidity and Capital Resources

Cash,  cash  equivalents  and  certificates  of deposit at March 31, 1999,  were
$2,550,898  as  compared  to  $630,450  at March  31,  1998.  This  increase  of
approximately  305  percent or  $1,920,448  is due to the sale of the  apartment
complex.

Likewise  shareholders'  equity at March 31, 1999, was $2,599,260 as compared to
$696,200 at March 31, 1998, a gain of  $1,903,060  resulting  from the apartment
complex sale.


Results of Operations

Fiscal 1999 Compared with Fiscal 1998

Total  revenue  increased  for the year ended March 31, 1999,  to  $2,176,972 as
compared to $74,802 for the year ended March 31, 1998. The Company  reported net
income of  $1,903,060  for the year ended March 31,  1999,  as compared to a net
loss of $164,263 for the prior year ended March 31, 1998. The dramatic increases
in both revenues and net income were due to the sale of the apartment complex.

Total  expenses for the year ended March 31, 1999,  were $238,912 as compared to
$239,065 for the previous year ended March 31, 1998.

Fiscal 1999 fourth quarter operations were slightly profitable.  Income exceeded
expenses by  approximately  $2,200.  This was made possible by increased oil and
gas revenue from the Sexson well, increased interest income from the proceeds of
the apartment sale, and management's commitment to keep expenses to a minimum.

Year 2000

The Company  recently  converted to the use of current  versions of widely used,
publicly available software for its accounting and data process requirements for
approximately $2,500. The providers of the software utilized by the Company have
stated  that there  will be no  failures  in the  programs  used by the  Company
resulting  from the Year 2000.  The Company's  business is not highly  dependent
upon computerized data processing and does not believe it has material risk from
Year 2000 issues.

Item 7.  Financial Statements.






                           Table of Contents

                                                                  Page

Independent Auditors' Report......................................F - 1

Consolidated Financial Statements

     Consolidated Balance Sheet as of March 31, 1999..............F - 2

     Consolidated Statements of Operations for the Years
      Ended March 31, 1998 and 1999...............................F - 3

     Consolidated Statement of Stockholders' Equity for
      the Years Ended March 31, 1998 and 1999.....................F - 4

     Consolidated Statements of Cash Flows for the Years Ended
      March 31, 1998 and 1999.....................................F - 5

     Notes to Consolidated Financial Statements...................F - 6



<PAGE>






                     INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders
Eagle Exploration Company
Denver, Colorado


We have audited the accompanying consolidated balance sheet of Eagle Exploration
Company  and  Subsidiaries  as of March 31,  1999 and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended March 31, 1998 and 1999. These consolidated  financial  statements are the
responsibility of the Company's management.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated  financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Eagle Exploration  Company and
Subisidaries  at March 31,  1999 and the results of their  operations  and their
cash  flows  for the years  ended  March 31,  1999 and 1998 in  conformity  with
generally accepted accounting principles.




                                 /s/Ehrhardt Keefe Steiner & Hottman PC
                                    Ehrhardt Keefe Steiner & Hottman PC

May 20, 1999
Denver, Colorado


<PAGE>


              EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                      Consolidated Balance Sheet
                            March 31, 1999


                                     Assets
Current assets
   Cash and cash equivalents .............................     $ 2,350,898
   Certificates of deposit ...............................         200,000
   Other receivables .....................................           4,103
                                                               -----------
   Total current assets ..................................       2,555,001
                                                               -----------

Office furniture, equipment and other, net
 of $300,913 of accumulated depreciation .................          56,093

Other assets .............................................          26,637
       Total other assets ................................          82,730

Total assets .............................................     $ 2,637,731
                                                               ===========



                      Liabilities and Stockholders' Equity
Current liabilities
   Accounts payable ......................................     $    12,153
   Income taxes payable ..................................          17,000
   Deposits, deferred revenue and other ..................           9,318
                                                               -----------
       Total current liabilities .........................          38,471
                                                               -----------

Commitments and contingencies (Note 2)

Stockholders' equity (Note 4)
 Common stock, no par value; authorized
  10,000,000 shares; 3,072,836 shares issued
  and outstandig .........................................       6,632,998
 Accumulated deficit .....................................      (4,033,738)
                                                               -----------
       Total stockholders' equity.........................       2,599,260
                                                               -----------

Total liabilities and stockholders' equity ...............     $ 2,637,731
                                                               ===========

                See notes to consolidated financial statements.

                                     F - 2

<PAGE>

                   EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Operations


                                                       For the Year Ended
                                                            March 31,
                                                  ---------------------------
                                                     1998             1999
                                                  -----------      ----------
Revenues
   Gain on sale of investment in LLC (Note 5)     $      --        $ 2,035,691
   Interest income ..........................          37,012           89,551
   Other income .............................          37,790           51,730
                                                  -----------      -----------
                                                       74,802        2,176,972
Expenses
   Depreciation .............................           6,701           18,186
   Other operating expenses .................         232,364          220,726
                                                  -----------      -----------
                                                      239,065          238,912

(Loss) income before income taxes ...........        (164,263)       1,938,060

Income taxes (Note 3) .......................            --             35,000
                                                  -----------      -----------

Net (loss) income ...........................     $  (164,263)     $ 1,903,060
                                                  ===========      ===========


Earnings per share - basic ..................     $      (.05)     $       .62
                                                  ===========      ===========

Earnings per share - diluted ................     $      (.05)     $       .62
                                                  ===========      ===========

Weighted average number of shares outstanding
 - basic ....................................       3,072,836        3,072,836
                                                  ===========      ===========


Weighted average number of shares outstanding
 - diluted ..................................       3,072,836        3,092,843
                                                  ===========      ===========


                See notes to consolidated financial statements.

                                     F - 3
<PAGE>

                   EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                 Consolidated Statement of Stockholders' Equity
                   For the Years Ended March 31, 1998 and 1999


<TABLE>
<CAPTION>


                                        Common                                   Total
                                     Common Stock             Accumulated    Stockholders'
                                Shares           Amount         Deficit         Equity
                             -----------     -----------     -----------      -----------

<S>                          <C>             <C>             <C>              <C>
Balance - March 31, 1997       3,072,836     $ 6,632,998     $(5,772,535)     $   860,463

Net (loss) for the year             --              --          (164,263)        (164,263)
                             -----------     -----------     -----------      -----------

Balance - March 31, 1998       3,072,836       6,632,998      (5,936,798)         696,200

Net income for the year             --              --         1,903,060        1,903,060
                             -----------     -----------     -----------      -----------

Balance - March 31, 1999       3,072,836     $ 6,632,998     $(4,033,738)     $ 2,599,260
                             ===========     ===========     ===========      ===========
</TABLE>


                See notes to consolidated financial statements.

                                     F - 4

<PAGE>

                   EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


                                                        For the Year Ended
                                                              March 31,
                                                    ---------------------------
                                                        1998            1999
                                                    -----------      ----------
<S>                                                 <C>              <C>
Cash flows from operating activities
  Net (loss) income ...........................     $  (164,263)     $ 1,903,060
                                                    -----------      -----------
  Adjustments to reconcile net (loss) income to
   net cash used by operating activities -
    Gain on sale of investment in LLC .........            --         (2,035,429)
    Depreciation ..............................           6,701           18,186
    Change in assets and liabilities -
      Other receivables .......................             795               40
      Other assets ............................               1             --
      Accounts payable ........................           6,177          (12,672)
      Income taxes payable ....................            --             17,000
      Deposits, deferred  revenue and other ...            (322)             322
                                                    -----------      -----------
                                                         13,352       (2,012,553)
                                                    -----------      -----------
        Net cash used by operating activities .        (150,911)        (109,493)
                                                    -----------      -----------

Cash flows from investing activities
  (Purchase) redemption of certificates of
   deposit ....................................        (103,000)          97,000
  Purchases of office furniture and equipment .         (17,389)         (30,213)
  Proceeds from sale of investment in limited
   liability company ..........................            --          2,060,154
  Distribution from LLC .......................          94,695             --
                                                    -----------      -----------
        Net cash (used by) provided by
         investing activities .................         (25,694)       2,126,941
                                                    -----------      -----------

Net (decrease) increase in cash and cash
 equivalents ..................................        (176,605)       2,017,448

Cash and cash equivalents, beginning of year ..         510,055          333,450
                                                    -----------      -----------

Cash and cash equivalents, end of year ........     $   333,450      $ 2,350,898
                                                    ===========      ===========

</TABLE>

Supplemental disclosure of cash flow information:
    Cash paid for income  taxes for the years  ended March 31, 1998 and 1999 was
     $0 and $18,000, respectively.

                See notes to consolidated financial statements.

                                     F - 5

<PAGE>


                   EAGLE EXPLORATION COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 - Nature of Business and Summary of Significant Accounting Policies

Nature of Business and Management's Plans

Eagle Exploration  Company's  primary  operations have included the purchase and
development of residential  real estate and engaging in oil and gas  exploration
and production  activities,  acquiring whole or partial interests in oil and gas
leases, and farming out or reselling all or part of its interest in these leases
to other  companies in the oil and gas industry.  Currently,  the Company has no
plans to acquire  additional land for development and sale nor has it identified
oil and gas investment opportunities.

Principles of Consolidation

The consolidated  financial statements include the accounts of Eagle Exploration
Company  and its wholly  owned  subsidiaries  (hereinafter  the  Company)  after
elimination  of all  significant  intercompany  accounts and  transactions.  The
following is a listing of the wholly  owned  subsidiaries  of Eagle  Exploration
Company,   Colorado  Eagle  Exploration  Company,   Emsen  Energy,  Inc.,  Eagle
Development Company and Overland Energy, Inc.

Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The  carrying  amounts  of  financial   instruments   including  cash  and  cash
equivalents,   certificates  of  deposit,   receivables  and  accounts   payable
approximated  fair value as of March 31, 1999  because of the  relatively  short
maturity of these instruments.

Cash and Cash Equivalents

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.  The effect of exchange
rate changes on cash flows is not material.

Property and Equipment

Property and equipment are recorded at cost. The Company  depreciates its office
furniture  and  equipment  over an  estimated  useful  life of five years  using
straight-line and accelerated methods.

Earnings Per Share

Basic earnings per share is calculated using the average number of common shares
outstanding.  Diluted earnings per share is computed on the basis of the average
number of common shares outstanding plus the effect of outstanding stock options
using the treasury stock method, which totaled 20,007 additional shares in 1999.

Income Taxes

Deferred income taxes result from temporary  differences.  Temporary differences
are  differences  between  the tax basis of  assets  and  liabilities  and their
reported  amounts in the  financial  statements  that will  result in taxable or
deductible amounts in future years. The Company's  temporary  differences result
primarily from the depreciation of fixed assets and oil and gas property.

Advertising Costs

The Company expenses advertising costs as incurred.

Recently Issued Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting  for  Derivative  Instruments  and  Hedging  Activities",  which  is
effective  for  financial  statements  issued for all fiscal  quarters of fiscal
years  beginning  after June 15,  1999.  This  statement  requires  companies to
recognize  all  derivative  contracts  as either  assets or  liabilities  in the
balance sheet and to measure them at fair value. If certain  conditions are met,
a derivative may be specifically  designated as a hedge,  the objective of which
is to match the timing of gain or loss  recognition  on the  hedging  derivative
with the  recognition  (i) the changes in the fair value of the hedged  asset or
liability that are  attributable  to the hedged risk or (ii) the earnings effect
of the hedged  forecasted  transaction.  For a derivative  not  designated  as a
hedging  instrument,  the gain or loss is  recognized in income in the period of
change.  Historically,  the Company has not entered into derivative contracts to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not expect adoption of the new standards to effect its financial statements.

Note 2 - Commitments

The Company entered into an operating  lease for office space requiring  monthly
lease payments of $1,191 per month.  The lease expires  November 30, 1999.  Rent
expense for the years  ended  March 31,  1998 and 1999 was $13,352 and  $14,292,
respectively.  As of March 31, 1999, future minimum annual lease payments are as
follows:

       Year Ended March 31,
            2000                                    $  9,528
                                                    ========


Note 3 - Income Taxes

During the year ended March 31, 1999,  the Company paid $18,000 for  alternative
minimum tax and has $17,000 accrued for income taxes payable for a total expense
of $35,000.

Reconciliations  between the statutory federal income tax expense (benefit) rate
as a percentage of income/loss before income taxes is as follows:

                                                             March 31,
                                                       --------------------
                                                         1998         1999
                                                       -------      -------


Statutory federal income tax expense rate                34.0%        34.0%
Federal net operating losses utilized                   (34.0)       (32.2)
                                                       ------        -----

Effective income tax expense rate                         - %          1.8%
                                                       =====         =====

At March 31, 1999, the Company has net operating loss  carryforwards for federal
and state income tax purposes as follows:

           Net Operating                Year of
              Losses                   Expiration
           --------------              ----------

              $  593,000                  2002
               1,162,000                  2003
                 426,000                  2004
                 464,000                  2005
                   1,000                  2006
                  33,000                  2007
                  97,000                  2011
                 740,000                  2012
                 162,000                  2013
              ----------

              $3,678,000
              ==========


The Company has an approximate  $1,250,000 deferred tax asset as a result of the
net operating  losses assuming a 34% effective tax rate. There is uncertainty as
to whether  the  Company  will  generate  sufficient  revenues  in the future to
utilize the net operating loss  carryforwards and therefore 100% of the deferred
tax asset  resulting  from the net operating loss  carryforwards  has been fully
impaired.


Note 4 - Stock Options

On September 15, 1998,  the Board approved the issuance of 275,000 stock options
to certain  employees.  The purchase price of the common stock is $.20 per share
and exercisable over a three year term.

The  Corporation  has adopted the  disclosure-only  provisions  of  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation".  Accordingly,  no  compensation  cost has been recognized for the
stock option plans. Had  compensation  cost for the Company's stock option plans
been determined based on the fair value at the grant date for awards in 1998 and
1997, consistent with the provisions of SFAS No. 123, the Company's net earnings
and earnings per share would have been reduced to the pro forma amount indicated
below:

                                                    March 31,
                                                      1999
                                                   ----------


      Net income - as reported                      $1,903,060
      Net income - pro forma                        $1,861,810
      Income per share - as reported                $      .62
      Income per share - pro forma                  $      .60

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions used for grants: dividend yield of 0%; expected volatility of 122%%;
discount rate of 5.5%; and expected lives of three years.


Note 5 - Investment in Limited Liability Company

During  the year ended  March 31,  1999,  the  Company  settled a lawsuit  filed
against the managing member of the LLC relating to the managing  partner's delay
and/or  refusing to sell the property of the LLC and other  matters  relating to
transactions  entered into by the managing partner.  The settlement included the
sale of the LLC property resulting in cash proceeds of approximately  $2,060,000
and a gain of approximately $2,035,000.


<PAGE>


Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

The disclosure requirements of Item 304 of Regulation SB are not applicable.



<PAGE>


                               PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The following are the directors and executive officers of the Company.


                      Raymond N.            Paul M.               M. D.
                      Joeckel (1)         Joeckel (1)             Young
                     -------------       -------------        ---------------

Director Since       October, 1979       October, 1979        February, 1990


Position(s) with     President &         Secretary &          Director
the Company           Director            Director

Age                  73                  47                   75


---------------

(1)  Messrs.  Raymond  N.  Joeckel  and  Paul M.  Joeckel,  the  Company's  only
     executive  officers,  have served as the Company's President and Secretary,
     respectively,  since December,  1979. The executive officers of the Company
     hold office  until  their  death,  resignation,  or removal by the Board of
     Directors. There is no arrangement or understanding between any director or
     officer or any other person or persons pursuant to which he was or is to be
     selected as a director or officer. Paul M. Joeckel is the son of Raymond N.
     Joeckel.

     Raymond N. Joeckel  attended Los Angeles City College and the University of
     Southern  California in programs which did not lead to degrees. He received
     a LL.B. degree from Southwestern University,  Los Angeles,  California,  in
     1950.  Mr. Joeckel joined Shell Oil Company as a landman in 1950 and became
     Land Manager for the Rocky  Mountain  region for Shell Oil Company in 1962.
     He  remained  in that  position  until  1969 at  which  time he  became  an
     independent oil and gas operator dealing primarily in oil and gas leases.

     Paul M. Joeckel  received a B.A.  degree in Economics  from Colorado  State
     University  in  1976.   During  1976  and  until  1977,   Mr.  Joeckel  was
     self-employed as an independent landman. From June, 1977, until joining the
     Company on a full-time basis in January,  1980, he was employed as a senior
     landman by Diamond Shamrock Corporation.

     M. D. Young received a B.A. degree in Geology from Vanderbilt University in
     1951 at Nashville,  Tennessee.  From 1952 to 1960 Mr. Young worked for Gulf
     Oil  Corporation  as  an  Area  Geologist.  Subsequently,  he  has  been  a
     consultant to various companies in the industry.  Mr. Young has also been a
     working  interest owner in many wildcat wells in the Rocky Mountain region.
     Mr. Young is a member of the American Association of Petroleum Geologists.

     No  director  serves  as a member of the  Board of  Directors  of any other
     company with a class of equity  securities  registered under the Securities
     Exchange Act of 1934 (`34 Act) or any company  registered  as an investment
     company  under  the  Investment  Company  Act of 1940.  See  Item  11.  for
     information as to compliance with Section 16(a) of the Exchange Act.

     Section  16(a) of the `34 Act (the persons who own more than ten percent of
     the Company's equity  securities,  to file reports of ownership and changes
     in  ownership  with the  Securities  and Exchange  Commission  (the "SEC").
     Directors,  officers and greater than ten percent shareholders are required
     by the SEC  regulation  to furnish the  Company  with copies of all Section
     16(a) reports filed.

     Based  solely on its review of the copies of the reports it  received  from
     persons required to file, the Company believes that during the period ended
     March  31,  1999,  all  filing  requirements  applicable  to its  officers,
     directors and greater than ten percent shareholders were complied with.



Item 10.  Executive Compensation.

The following information shows the compensation of the named executive officers
for each of the Company's last two fiscal years.

<TABLE>
<CAPTION>


                                   SUMMARY COMPENSATION TABLE

           ANNUAL COMPENSATION                                     LONG TERM COMPENSATION

----------------------------------------------------------------------------------------------

Name and                                   Annual   Restricted                       All Other
Principal                                  Compen     Stock      Options/     LTIP     Comp-
Position        Year    Salary    Bonus    sation*    Awards       SARs      Payouts  ensation
---------    --------  --------  -------  ---------  --------    --------   --------  --------
<S>          <C>       <C>       <C>      <C>        <C>         <C>        <C>       <C>
Raymond N.      1999    N/A        N/A     $2,733       N/A       100,000      N/A
Joeckel,        1998    N/A        N/A     $2,628       N/A       N/A          N/A     N/A
President

Paul M          1999    $60,000    N/A     $3,300       N/A       150,000      N/A     N/A
Joeckel,        1998    $60,000    N/A     $3,118       N/A       N/A          N/A     N/A
Secretary
---------------
</TABLE>



*    Other  annual  compensation  does not  include the amount  attributable  to
     Company cars that the officers are allowed to use.

     It is  anticipated  that salary  payments to officers by the Company during
     the next fiscal year for  services  in all  capacities  will not exceed the
     amount set forth in the above table.

     At a special  meeting of the Board of Directors  this fiscal year,  275,000
     stock  options were granted to the  directors and employees as an incentive
     to initiate and implement a merger, acquisition, or long term business plan
     for the Company.  There are no other  compensatory plans or arrangements by
     which the Company  compensates  its  directors  for services as  directors,
     other than director's fee of $100 per meeting of directors.

     The Company provides medical  insurance for all of its full-time  employees
     and executive officers.



Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information,  as of June 28, 1999,  regarding the
common  stock  ownership  of  those  persons  known  by  the  Company  to be the
beneficial  owners of more than five percent of its common stock, its directors,
and its officers and directors as a group.


Name & Address of         Amount and Nature of                   Percent of
Beneficial Owner          Beneficial Ownership                      Class
-----------------         --------------------              -----------------

Paul M. Joeckel           195,477 shares                      6.36%
1801 Broadway             Direct
Suite 1420
Denver, CO 80202

M. D. Young               500 shares                          -0-
800 Pearl Street          Direct
Suite 406
Denver, CO 80203

Paul M. Joeckel,          1,346,481 shares                   43.82%
Trustee                   Direct
Joeckel Family Trust
1801 Broadway
Suite 1420
Denver, CO 80202

Norman K. Brown           354,641 shares                     11.54%
3857 46th Ave. NE         Direct
Seattle, WA 98105

All officers and          1,542,458 shares                   50.20%
directors as a group Direct
--------------

The Company knows of no arrangements  which could at a subsequent date result in
a change in control of the Company.



Item 12.  Certain Relationships and Related Transactions.

There were no transactions during the fiscal year ended March 31, 1999, required
to be reported hereunder.



<PAGE>


                                PART IV


Item 13.  Exhibits and Reports on Form 8-K.

      (a)  Exhibits:

Item No.
Per S-K    Document as Form 10-KSB Exhibit          Reference
-------    -------------------------------          ---------

(2)        Plan of purchase, sale, reorganization    - None -
           arrangement, liquidation or succession

(3)        Articles of Incorporation and By-Laws        (1)

(4)        Instruments defining the rights of        - None -
           security holders, including indentures

(5)        Opinion re:  legality                     - None -

(6)        Opinion re:  liquidation preference       - None -

(7)        Opinion re:  tax matters                  - None -

(8)        Voting trust agreement                    - None -

(9)        Material contracts:
           Agreement re: Meadows at Westwoods           (1)
           Operating Agreement re: Meadows at           (1)
              Westwoods
           Promissory Note re: Meadows at               (3)
              Westwoods
           Assignment of Membership Interest re:        (4)
              Eagle's Landing, LLC
           Operating Agreement re: Eagle's              (4)
              Landing, LLC
           Settlement Agreement re: Eagle's
              Landing, LLC                              (5)
           Real Estate Purchase and Sale
              Agreements                                (5)
           First Amendment to Purchase and
              Sale Agreement                            (5)

(10)       Statement re:  Computation of per            (2)
             share earnings

(11)       Statement re:  Computation of ratios      - None -

(12)       Annual report to security holders, Form   - None -
           10-Q or quarterly report to security
           holders

(13)       Material Foreign Patents                  - None -

(14)       Letter re: unaudited interim financial    - None -
           statements

(15)       Letter re: change in certifying           - None -
           accountants

(16)       Letter re: director's resignation         - None -

(17)       Letter re: change in accounting           - None -
           principles

(18)       Previously unfiled documents              - None -

(19)       Reports to securities holder              - None -

(20)       Other documents or statements to          - None -
           security holder

(21)       Subsidiaries of the Registrant              (1)

(22)       Published report regarding matters        - None -
           submitted to vote of security holders

(23)       Consents of experts and counsel           - None -

(24)       Power of attorney                         - None -

(25)       Statement of eligibility of trustee       - None -

(26)       Financial data schedule                     (6)

(27)       Information from reports furnished        - None -
           to state insurance regulatory
           authorities

--------------

(1)  Previously  filed  documents   incorporated  herein  by  reference  to  the
     Company's  Registration  Statement  on Form  S-1  (No.  2-67971)  effective
     September 14, 1980,  and the Company's  Reports on Form 10-K for the fiscal
     year ended March 31, 1994, and previous years.

(2)  Not  required,   since   information  is   ascertainable   from  the  basic
     consolidated financial statements.

(3)  Filed with the  Company's  Annual Report on Form 10-KSB for the fiscal year
     ended March 31, 1995.

(4)  Filed with the  Company's  Annual Report on Form 10-KSB for the fiscal year
     ended March 31, 1996.

(5)  Filed with the  Company's  Annual Report on Form 10-KSB for the fiscal year
     ended March 31, 1998.

(6)  Filed herewith.



<PAGE>


                              SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                               EAGLE EXPLORATION COMPANY




Date: June 28, 1999               By:/s/Raymond N. Joeckel
                                  ---------------------
                                  Raymond N. Joeckel
                                    President


In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.

Date

June 28, 1999                  /s/ Raymond N. Joeckel
                               ----------------------
                               Raymond N. Joeckel
                               Principal Executive
                               Accounting and Financial
                               Officer and a director


June 28, 1999                  /s/ Paul M. Joeckel
                               -----------------------
                               Paul M. Joeckel
                               Secretary and a director


June 28, 1999                  /s/ M.D. Young
                               -----------------------
                                   M. D. Young
                                   A director